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- │ WHAT IS THE "LEGAL NAME" OF A BUSINESS? │
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- A business's legal name may be different from the "trade
- name" under which it operates. While the "trade name"
- would be the name that customers would see every day on
- the company's advertising brochures, signs, and letterhead,
- the legal name is the company's "real" name, which may be
- different, and which the public may never see, except on
- legal documents.
-
- Generally, the legal name of a business entity is:
-
- . In the case of a corporation, the exact, actual name
- of the corporation, as shown in its articles of
- incorporation that it files with the state;
-
- . In the case of a limited liability company (LLC),
- the exact, actual name of the LLC, as shown in its
- articles of organization that it files with the state;
-
- . In the case of a sole proprietorship, the name of the
- sole proprietor, or a name such as "Smith Landscaping,"
- that includes the owner's last name and is not a name
- that implies the existence of other owners (such as
- "Smith & Associates" or "Smith and Company"); and
-
- . In the case of a limited partnership, the name shown
- for the partnership in its certificate of limited
- partnership (in some states).
-
- The "legal name" of a general partnership, and, in some
- states, of a limited partnership, is somewhat more complex
- to define, and the rules for what is considered the "legal
- name" versus what is a "trade name" (or "fictitious" or
- "assumed" name) for a partnership differ widely from state
- to state. Some states also have special rules for
- determining the legal name versus trade name of a limited
- liability partnership (LLP).
-
- Usually, if a partnership's name includes the name of all
- the GENERAL partners, and does not suggest the existence
- of additional owners, the name will be considered to be
- the partnership's "legal name" in most states, and not a
- trade name. Conversely, a made-up name such as "IRS
- Busters, Accountants," for a partnership, would always be
- considered to be a trade name, in most states.
-
- If, however, the partnership is called "Jones & Smith,
- Accountants," when there are one or more other partners
- besides Jones and Smith whose names do not appear in the
- business name, then many states would consider such a name
- to be a "trade name," and not the partnership's legal
- name. Also, even if Jones and Smith are the only partners,
- a name like "Jones, Smith, and Associates," suggesting
- that there are other owners, would often be considered a
- trade name, rather than the firm's legal name, and thus
- might have to be registered, in some states.
-
- Because the rules are often complex for determining when
- a partnership's name can be considered its legal name, you
- may need to consult your attorney or the appropriate state
- or county office with whom trade names must be registered,
- if you will operate as a partnership and are unsure whether
- the name of the partnership is its "legal name," or might
- be considered a trade name that must be registered.
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